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September 4, 2019
David L. Lucchino
Chief Executive Officer
Frequency Therapeutics, Inc.
19 Presidential Way, 2nd Floor
Woburn, MA 01801
Re: Frequency Therapeutics, Inc.
Amendment No. 1 to
Draft Registration Statement on Form S-1
Submitted August 22, 2019
CIK No. 0001703647
Dear Mr. Lucchino:
We have reviewed your amended draft registration statement and have the
following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by providing the requested information and
either submitting
an amended draft registration statement or publicly filing your registration
statement on
EDGAR. If you do not believe our comments apply to your facts and circumstances
or do not
believe an amendment is appropriate, please tell us why in your response.
After reviewing the information you provide in response to these comments
and your
amended draft registration statement or filed registration statement, we may
have additional
comments.
Amendment No. 1 to Draft Registration Statement on Form S-1
Impact and prevalence of hearing , page 99
1. We note your response to comment 4. Please revise the exhibit index to
indicate that you
will file a consent from Health Advances LLC pursuant to Rule 436 of the
Securities Act.
For guidance, please refer to Question 233.02 of our Securities Act
Rules Compliance and
Disclosure Interpretations, which are available on our website.
David L. Lucchino
Frequency Therapeutics, Inc.
September 4, 2019
Page 2
Unaudited Consolidated Financial Statements as of June 30, 2018 and 2019
Consolidated Balance Sheets, page F-31
2. Please revise to reflect only the conversion of preferred stock
existing at the latest balance
sheet date in the pro forma information presented on the face of your
historical financial
statements. In this regard, while we do not object to the inclusion of
other pro forma
adjustments on your capitalization table, we believe that the pro
forma presentation on the
face of the historical statements should be limited to the impact of
pro forma adjustments
on financial instruments actually outstanding at the balance sheet
date.
You may contact Andi Carpenter at 202-551-3645 or Sharon Blume at
202-551-3474
if you have questions regarding comments on the financial statements and
related matters.
Please contact Donald Field at 202-551-3680 or Dietrich King at 202-551-8071
with any
other questions.
FirstName LastNameDavid L. Lucchino Sincerely,
Comapany NameFrequency Therapeutics, Inc.
Division of
Corporation Finance
September 4, 2019 Page 2 Office of
Healthcare & Insurance
FirstName LastName